EXHIBIT 10.3
FORM OF
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), made this _____ day of _________,
2004, by and between NAUGATUCK VALLEY FINANCIAL CORPORATION, a federally
chartered corporation (the "Company"), NAUGATUCK VALLEY SAVINGS AND LOAN, a
federally chartered savings bank (the "Bank"), and __________________ (the
"Executive").
WHEREAS, Executive serves in a position of substantial responsibility;
WHEREAS, the Company and the Bank wish to assure the services of
Executive for the period provided in this Agreement; and
WHEREAS, Executive is willing to serve in the employ of the Bank on a
full-time basis for said period.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
1. EMPLOYMENT. Executive is employed as the______________________
of the Company and the Bank. Executive shall perform all duties and shall have
all powers which are commonly incident to the offices of _______________________
or which, consistent with those offices, are delegated to him by
________________________. During the term of this Agreement, Executive also
agrees to serve, if elected, as an officer and/or director of any subsidiary of
the Company and the Bank and in such capacity will carry out such duties and
responsibilities reasonably appropriate to that office.
2. LOCATION AND FACILITIES. Executive will be furnished with the
working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for him to perform his
duties. The location of such facilities and staff shall be at the principal
administrative offices of the Company and the Bank, or at such other site or
sites customary for such offices.
3. TERM.
a. The term of this Agreement shall be (i) the initial term,
consisting of the period commencing on the date of this
Agreement (the "Effective Date") and ending on the _______
anniversary of the Effective Date, plus (ii) any and all
extensions of the initial term made pursuant to this Section
3.
b. Commencing on the first year anniversary date of this
Agreement, and continuing on each anniversary thereafter, the
disinterested members of the boards of directors of the Bank
and the Company may extend the Agreement an additional year
such that the remaining term of the Agreement shall be
________ (____) months, unless Executive elects not to extend
the term of this Agreement by giving written notice in
accordance with Section 19 of this Agreement. The Board of
Directors of the Bank (the "Board") will review the Agreement
and Executive's performance annually for purposes of
determining whether to extend the Agreement and the rationale
and results thereof shall be included in the minutes of the
Board's meeting. The Board of Directors of the Bank shall give
notice to Executive as soon as possible after such review as
to whether the Agreement is to be extended.
4. BASE COMPENSATION.
a. The Company and the Bank agree to pay Executive during the
term of this Agreement a base salary at the rate of
$__________ per year, payable in accordance with customary
payroll practices.
b. The Board shall review annually the rate of Executive's base
salary based upon factors they deem relevant, and may maintain
or increase his salary, provided that no such action shall
reduce the rate of salary below the rate in effect on the
Effective Date.
c. In the absence of action by the Board, Executive shall
continue to receive salary at the annual rate specified on the
Effective Date or, if another rate has been established under
the provisions of this Section 4, the rate last properly
established by action of the Board under the provisions of
this Section 4.
5. BONUSES. Executive shall be entitled to participate in
discretionary bonuses or other incentive compensation programs that the Company
and the Bank may award from time to time to senior management employees pursuant
to bonus plans or otherwise.
6. BENEFIT PLANS. Executive shall be entitled to participate in
such life insurance, medical, dental, pension, profit sharing, retirement and
stock-based compensation plans and other programs and arrangements as may be
approved from time to time by the Company and the Bank for the benefit of their
employees.
7. VACATION AND LEAVE.
a. Executive shall be entitled to vacations and other leave in
accordance with policy for senior executives, or otherwise as
approved by the Board.
b. In addition to paid vacations and other leave, Executive shall
be entitled, without loss of pay, to absent himself
voluntarily from the performance of his employment for
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such additional periods of time and for such valid and
legitimate reasons as the Board may, in its discretion,
determine. Further, the Board may grant to Executive a leave
or leaves of absence, with or without pay, at such time or
times and upon such terms and conditions as the Board in its
discretion may determine.
8. EXPENSE PAYMENTS AND REIMBURSEMENTS. Executive shall be
reimbursed for all reasonable out-of-pocket business expenses that he shall
incur in connection with his services under this Agreement upon substantiation
of such expenses in accordance with applicable policies of the Company and the
Bank.
9. AUTOMOBILE ALLOWANCE. During the term of this Agreement,
Executive shall be entitled to an automobile allowance on terms no less
favorable that those in effect immediately prior to the execution of this
Agreement. Executive shall comply with reasonable reporting and expense
limitations on the use of such automobile as may be established by the Company
or the Bank from time to time, and the Company or the Bank shall annually
include on Executive's Form W-2 any amount of income attributable to Executive's
personal use of such automobile.
10. LOYALTY AND CONFIDENTIALITY.
a. During the term of this Agreement Executive: (i) shall devote
all his time, attention, skill, and efforts to the faithful
performance of his duties hereunder; provided, however, that
from time to time, Executive may serve on the boards of
directors of, and hold any other offices or positions in,
companies or organizations which will not present any conflict
of interest with the Company and the Bank or any of their
subsidiaries or affiliates, unfavorably affect the performance
of Executive's duties pursuant to this Agreement, or violate
any applicable statute or regulation and (ii) shall not engage
in any business or activity contrary to the business affairs
or interests of the Company and the Bank.
b. Nothing contained in this Agreement shall prevent or limit
Executive's right to invest in the capital stock or other
securities of any business dissimilar from that of the Company
and the Bank, or, solely as a passive, minority investor, in
any business.
c. Executive agrees to maintain the confidentiality of any and
all information concerning the operation or financial status
of the Company and the Bank; the names or addresses of any of
its borrowers, depositors and other customers; any information
concerning or obtained from such customers; and any other
information concerning the Company and the Bank to which he
may be exposed during the course of his employment. Executive
further agrees that, unless required by law or specifically
permitted by the Board in writing, he will not disclose to any
person or entity, either during or subsequent to his
employment, any of the above-mentioned information which is
not generally known to the public, nor shall he employ such
information in any way other than for the benefit of the
Company and the Bank.
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11. TERMINATION AND TERMINATION PAY. Subject to Section 12 of this
Agreement, Executive's employment under this Agreement may be terminated in the
following circumstances:
a. Death. Executive's employment under this Agreement shall
terminate upon his death during the term of this Agreement, in
which event Executive's estate shall be entitled to receive
the compensation due to Executive through the last day of the
calendar month in which his death occurred.
b. Retirement. This Agreement shall be terminated upon
Executive's retirement under the retirement benefit plan or
plans in which he participates pursuant to Section 6 of this
Agreement or otherwise.
c. Disability.
i. The Board or Executive may terminate Executive's
employment after having determined Executive has a
Disability. For purposes of this Agreement,
"Disability" means a physical or mental infirmity
that impairs Executive's ability to substantially
perform his duties under this Agreement and that
results in Executive becoming eligible for long-term
disability benefits under any long-term disability
plans of the Company and the Bank (or, if there are
no such plans in effect, that impairs Executive's
ability to substantially perform his duties under
this Agreement for a period of one hundred eighty
(180) consecutive days). The Board shall determine
whether or not Executive is and continues to be
permanently disabled for purposes of this Agreement
in good faith, based upon competent medical advice
and other factors that they reasonably believe to be
relevant. As a condition to any benefits, the Board
may require Executive to submit to such physical or
mental evaluations and tests as it deems reasonably
appropriate.
ii. In the event of such Disability, Executive's
obligation to perform services under this Agreement
will terminate. The Bank will pay Executive, as
Disability pay, an amount equal to one hundred
percent (100%) of Executive's bi-weekly rate of base
salary in effect as of the date of his termination of
employment due to Disability. Disability payments
will be made on a monthly basis and will commence on
the first day of the month following the effective
date of Executive's termination of employment for
Disability and end on the earlier of: (A) the date he
returns to full-time employment at the Bank in the
same capacity as he was employed prior to his
termination for Disability; (B) his death; or (C)
upon his attainment of age 65. Such payments shall be
reduced by the amount of any short- or long-term
disability benefits payable to Executive under any
other disability programs sponsored by the Company
and the Bank. In addition, during any period of
Executive's Disability, Executive and his dependents
shall, to the greatest extent possible, continue to
be covered under all benefit plans (including,
without limitation, retirement plans and medical,
dental and life insurance
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plans) of the Company and the Bank, in which
Executive participated prior to his Disability on the
same terms as if Executive were actively employed by
the Company and the Bank.
d. Termination for Cause.
i. The Board may, by written notice to Executive in the
form and manner specified in this paragraph,
immediately terminate his employment at any time, for
"Cause." Executive shall have no right to receive
compensation or other benefits for any period after
termination for Cause except for vested benefits.
Termination for Cause shall mean termination because
of, in the good faith determination of the Board,
Executive's:
(1) Personal dishonesty;
(2) Incompetence;
(3) Willful misconduct;
(4) Breach of fiduciary duty involving personal
profit;
(5) Intentional failure to perform stated duties
under this Agreement;
(6) Willful violation of any law, rule or
regulation (other than traffic violations or
similar offenses) that reflects adversely on
the reputation of the Company and the Bank,
any felony conviction, any violation of law
involving moral turpitude, or any violation
of a final cease-and-desist order; or
(7) Material breach by Executive of any
provision of this Agreement.
ii. Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause by the
Company and the Bank unless there shall have been
delivered to Executive a copy of a resolution duly
adopted by the affirmative vote of a majority of the
entire membership of the Board at a meeting of such
Board called and held for the purpose (after
reasonable notice to Executive and an opportunity for
Executive to be heard before the Board with counsel),
of finding that, in the good faith opinion of the
Board, Executive was guilty of the conduct described
above and specifying the particulars thereof.
e. Voluntary Termination by Executive. In addition to his other
rights to terminate under this Agreement, Executive may
voluntarily terminate employment during the term of this
Agreement upon at least sixty (60) days prior written notice
to the Board,
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in which case Executive shall receive only his compensation,
vested rights and employee benefits up to the date of his
termination.
f. Without Cause or With Good Reason.
i. In addition to termination pursuant to Sections 11a.
through 11e., the Board may, by written notice to
Executive, immediately terminate his employment at
any time for a reason other than Cause (a termination
"Without Cause") and Executive may, by written notice
to the Board, immediately terminate this Agreement at
any time within ninety (90) days following an event
constituting "Good Reason," as defined below (a
termination "With Good Reason").
ii. Subject to Section 12 of this Agreement, in the event
of termination under this Section 11(f), Executive
shall be entitled to receive his base salary for the
remaining term of the Agreement paid in one lump sum
within ten (10) calendar days of such termination.
Also, in such event, Executive shall, for the
remaining term of the Agreement, receive the benefits
he would have received during the remaining term of
the Agreement under any retirement programs (whether
tax-qualified or non-qualified) in which Executive
participated prior to his termination (with the
amount of the benefits determined by reference to the
benefits received by Executive or accrued on his
behalf under such programs during the twelve (12)
months preceding his termination) and continue to
participate in any benefit plans of the Company and
the Bank that provide health (including medical and
dental), life or disability insurance, or similar
coverage, upon terms no less favorable than the most
favorable terms provided to senior executives of the
Company and the Bank during such period. In the event
that the Company and the Bank are unable to provide
such coverage by reason of Executive no longer being
an employee, the Company and the Bank shall provide
Executive with comparable coverage on an individual
policy basis.
iii. "Good Reason" shall exist if, without Executive's
express written consent, the Company and the Bank
materially breach any of their respective obligations
under this Agreement. Without limitation, such a
material breach shall be deemed to occur upon any of
the following:
(1) A material reduction in Executive's
responsibilities or authority in connection
with his employment with the Company or the
Bank;
(2) Assignment to Executive of duties of a
non-executive nature or duties for which he
is not reasonably equipped by his skills and
experience;
(3) Failure of Executive to be nominated or
renominated to the Board;
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(4) A reduction in salary or benefits contrary
to the terms of this Agreement, or,
following a Change in Control as defined in
Section 12 of this Agreement, any reduction
in salary or material reduction in benefits
below the amounts to which Executive was
entitled prior to the Change in Control;
(5) Termination of incentive and benefit plans,
programs or arrangements, or reduction of
Executive's participation to such an extent
as to materially reduce their aggregate
value below their aggregate value as of the
Effective Date;
(6) A requirement that Executive relocate his
principal business office or his principal
place of residence outside of the area
consisting of a twenty-five (25) mile radius
from the current main office and any branch
of the Bank, or the assignment to Executive
of duties that would reasonably require such
a relocation; or
(7) Liquidation or dissolution of the Company or
the Bank.
iv. Notwithstanding the foregoing, a reduction or
elimination of Executive's benefits under one or more
benefit plans maintained by the Company and the Bank
as part of a good faith, overall reduction or
elimination of such plans or plans or benefits
thereunder applicable to all participants in a manner
that does not discriminate against Executive (except
as such discrimination may be necessary to comply
with law) shall not constitute an event of Good
Reason or a material breach of this Agreement,
provided that benefits of the type or to the general
extent as those offered under such plans prior to
such reduction or elimination are not available to
other officers of the Company and the Bank or any
company that controls either of them under a plan or
plans in or under which Executive is not entitled to
participate.
g. Continuing Covenant Not to Compete or Interfere with
Relationships. Regardless of anything herein to the contrary, following a
termination by the Company and the Bank or Executive pursuant to Section 11f.:
i. Executive's obligations under Section 10c. of this
Agreement will continue in effect; and
ii. During the period ending on the first anniversary of
such termination, Executive shall not serve as an
officer, director or employee of any bank holding
company, bank, savings Bank, savings and loan holding
company, or mortgage company (any of which, a
"Financial Institution") which Financial Institution
offers products or services competing with those
offered by the Bank from any office within fifty (50)
miles from the main office or any
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branch of the Bank and shall not interfere with the
relationship of the Company and the Bank and any of
its employees, agents, or representatives.
12. TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
a. For purposes of this Agreement, a "Change in Control" means
any of the following events:
i. Merger: The Company merges into or consolidates with
another corporation, or merges another corporation
into the Company, and as a result less than a
majority of the combined voting power of the
resulting corporation immediately after the merger or
consolidation is held by persons who were
stockholders of the Company immediately before the
merger or consolidation.
ii. Acquisition of Significant Share Ownership: The
Company files, or is required to file, a report on
Schedule 13D or another form or schedule (other than
Schedule 13G) required under Sections 13(d) or 14(d)
of the Securities Exchange Act of 1934, if the
schedule discloses that the filing person or persons
acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company's
voting securities, but this clause (b) shall not
apply to beneficial ownership of Company voting
shares held in a fiduciary capacity by an entity of
which the Company directly or indirectly beneficially
owns 50% or more of its outstanding voting
securities.
iii. Change in Board Composition: During any period of two
consecutive years, individuals who constitute the
Company's Board of Directors at the beginning of the
two-year period cease for any reason to constitute at
least a majority of the Company's Board of Directors;
provided, however, that for purposes of this clause
(iii), each director who is first elected by the
board (or first nominated by the board for election
by the stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the
beginning of the two-year period shall be deemed to
have also been a director at the beginning of such
period; or
iv. Sale of Assets: The Company sells to a third party
all or substantially all of its assets.
Notwithstanding anything in this Agreement to the contrary, in
no event shall the conversion of the Bank from mutual to stock
form (including without limitation, through the formation of a
stock holding company) or the reorganization of the Bank into
the mutual holding company form of organization constitute a
"Change in Control" for purposes of this Agreement.
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b. Termination. If within the period ending _____years after a
Change in Control, (i) the Company and the Bank shall
terminate Executive's employment Without Cause, or (ii)
Executive voluntarily terminates his employment With Good
Reason, the Company and the Bank shall, within ten calendar
days of the termination of Executive's employment, make a
lump-sum cash payment to him equal to ___________ times
Executive's average Annual Compensation over the five (5) most
recently completed calendar years ending with the year
immediately preceding the effective date of the Change in
Control. In determining Executive's average Annual
Compensation, Annual Compensation shall include base salary
and any other taxable income, including, but not limited to,
amounts related to the granting, vesting or exercise of
restricted stock or stock option awards, commissions, bonuses
(whether paid or accrued for the applicable period), as well
as, retirement benefits, director or committee fees and fringe
benefits paid or to be paid to Executive or paid for
Executive's benefit during any such year, profit sharing,
employee stock ownership plan and other retirement
contributions or benefits, including to any tax-qualified plan
or arrangement (whether or not taxable) made or accrued on
behalf of Executive of such year. The cash payment made under
this Section 12b. shall be made in lieu of any payment also
required under Section 11f. of this Agreement because of a
termination in such period. Executive's rights under Section
11f. are not otherwise affected by this Section 12. Also, in
such event, Executive shall, for a ______ (____) month period
following his termination of employment, receive the benefits
he would have received over such period under any retirement
programs (whether tax-qualified or nonqualified) in which
Executive participated prior to his termination (with the
amount of the benefits determined by reference to the benefits
received by Executive or accrued on his behalf under such
programs during the twelve (12) months preceding the Change in
Control) and continue to participate in any benefit plans of
the Company and the Bank that provide health (including
medical and dental), life or disability insurance, or similar
coverage upon terms no less favorable than the most favorable
terms provided to senior executives during such period. In the
event that the Company and the Bank are unable to provide such
coverage by reason of Executive no longer being an employee,
the Company and the Bank shall provide Executive with
comparable coverage on an individual policy.
c. The provisions of Section 12 and Sections 14 through 25,
including the defined terms used in such sections, shall
continue in effect until the later of the expiration of this
Agreement or two years following a Change in Control.
13. INDEMNIFICATION AND LIABILITY INSURANCE.
a. Indemnification. The Company and the Bank agree to indemnify
Executive (and his heirs, executors, and administrators), and
to advance expenses related thereto, to the fullest extent
permitted under applicable law and regulations against any and
all expenses and liabilities reasonably incurred by him in
connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his having
been a director or Executive of the Company, the Bank or any
of their
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subsidiaries (whether or not he continues to be a director or
Executive at the time of incurring any such expenses or
liabilities) such expenses and liabilities to include, but not
be limited to, judgments, court cost, and attorney's fees and
the costs of reasonable settlements, such settlements to be
approved by the Board, if such action is brought against
Executive in his capacity as an Executive or director of the
Company and the Bank or any of their subsidiaries.
Indemnification for expenses shall not extend to matters for
which Executive has been terminated for Cause. Nothing
contained herein shall be deemed to provide indemnification
prohibited by applicable law or regulation. Notwithstanding
anything herein to the contrary, the obligations of this
Section 13 shall survive the term of this Agreement by a
period of six (6) years.
b. Insurance. During the period in which indemnification of
Executive is required under this Section, the Company and the
Bank shall provide Executive (and his heirs, executors, and
administrators) with coverage under a directors' and officers'
liability policy at the expense of the Company and the Bank,
at least equivalent to such coverage provided to directors and
senior executives of the Company and the Bank.
14. REIMBURSEMENT OF EXECUTIVE'S EXPENSES TO ENFORCE THIS AGREEMENT. The
Company and the Bank shall reimburse Executive for all out-of-pocket expenses,
including, without limitation, reasonable attorney's fees, incurred by Executive
in connection with successful enforcement by Executive of the obligations of the
Company and the Bank to Executive under this Agreement. Successful enforcement
shall mean the grant of an award of money or the requirement that the Company
and the Bank take some action specified by this Agreement: (i) as a result of
court order; or (ii) otherwise by the Company and the Bank following an initial
failure of the Company and the Bank to pay such money or take such action
promptly after written demand therefor from Executive stating the reason that
such money or action was due under this Agreement at or prior to the time of
such demand.
15. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the payments and
benefits pursuant to Section 12 of this Agreement, either alone or together with
other payments and benefits which Executive has the right to receive from the
Company and the Bank, would constitute a a "parachute payment" under Section
280G of the Code, the payments and benefits pursuant to Section 12 shall be
reduced or revised, in the manner determined by Executive, by the amount, if
any, which is the minimum necessary to result in no portion of the payments and
benefits under Section 12 being non-deductible to the Company and the Bank
pursuant to Section 280G of the Code and subject to the excise tax imposed under
Section 4999 of the Code. The determination of any reduction in the payments and
benefits to be made pursuant to Section 12 shall be based upon the opinion of
the Company and the Bank's independent public accountants and paid for by the
Company and the Bank. In the event that the Company, the Bank and/or Executive
do not agree with the opinion of such counsel, (i) the Company and the Bank
shall pay to Executive the maximum amount of payments and benefits pursuant to
Section 12, as selected by Executive, which such opinion indicates there is a
high probability do not result in any of such payments and benefits being
non-deductible to the Company and the Bank and subject to the imposition of the
excise tax imposed under Section 4999 of the Code and (ii) the Company and the
Bank may request, and Executive shall have the right
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to demand that they request, a ruling from the IRS as to whether the disputed
payments and benefits pursuant to Section 12 have such consequences. Any such
request for a ruling from the IRS shall be promptly prepared and filed by the
Company and the Bank, but in no event later than thirty (30) days from the date
of the opinion of counsel referred to above, and shall be subject to Executive's
approval prior to filing, which shall not be unreasonably withheld. The Company,
the Bank and Executive agree to be bound by any ruling received from the IRS and
to make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code. Nothing contained herein shall result in a reduction of any
payments or benefits to which Executive may be entitled upon termination of
employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12 below zero.
16. INJUNCTIVE RELIEF. If there is a breach or threatened breach of Section
11g. of this Agreement or the prohibitions upon disclosure contained in Section
10c. of this Agreement, the parties agree that there is no adequate remedy at
law for such breach, and that the Company and the Bank shall be entitled to
injunctive relief restraining Executive from such breach or threatened breach,
but such relief shall not be the exclusive remedy hereunder for such breach. The
parties hereto likewise agree that Executive, without limitation, shall be
entitled to injunctive relief to enforce the obligations of the Company and the
Bank under this Agreement.
17. SUCCESSORS AND ASSIGNS.
a. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company and the
Bank which shall acquire, directly or indirectly, by merger,
consolidation, purchase or otherwise, all or substantially all
of the assets or stock of the Company and the Bank.
b. Since the Company and the Bank are contracting for the unique
and personal skills of Executive, Executive shall be precluded
from assigning or delegating his rights or duties hereunder
without first obtaining the written consent of the Company and
the Bank.
18. NO MITIGATION. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to Executive in any subsequent employment.
19. NOTICES. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed to the Company and/or the Bank at their principal business
offices and to Executive at his home address as maintained in the records of the
Company and the Bank.
20. NO PLAN CREATED BY THIS AGREEMENT. Executive, the Company and the Bank
expressly declare and agree that this Agreement was negotiated among them and
that no provision or
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provisions of this Agreement are intended to, or shall be deemed to, create any
plan for purposes of the Employee Retirement Income Security Act or any other
law or regulation, and each party expressly waives any right to assert the
contrary. Any assertion in any judicial or administrative filing, hearing, or
process that such a plan was so created by this Agreement shall be deemed a
material breach of this Agreement by the party making such an assertion.
21. AMENDMENTS. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
22. APPLICABLE LAW. Except to the extent preempted by Federal law, the laws
of the State of Connecticut shall govern this Agreement in all respects, whether
as to its validity, construction, capacity, performance or otherwise.
23. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
24. HEADINGS. Headings contained herein are for convenience of reference
only.
25. ENTIRE AGREEMENT. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs
or arrangements described in Sections 5 and 6.
26. REQUIRED PROVISIONS. In the event any of the foregoing provisions of
this Section 26 are in conflict with the terms of this Agreement, this Section
26 shall prevail.
a. The Bank may terminate Executive's employment at any time, but
any termination by the Bank, other than Termination for Cause,
shall not prejudice Executive's right to compensation or other
benefits under this Agreement. Executive shall not have the
right to receive compensation or other benefits for any period
after Termination for Cause as defined in Section 7
hereinabove.
b. If Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank's
affairs by a notice served under Section 8(e)(3) or 8(g)(1) of
the Federal Deposit Insurance Act, 12 U.S.C. Section
1818(e)(3) or (g)(1); the Bank's obligations under this
contract shall be suspended as of the date of service, unless
stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Bank may, in its discretion: (i) pay
Executive all or part of the compensation withheld while their
contract obligations were suspended; and (ii) reinstate (in
whole or in part) any of the obligations which were suspended.
c. If Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1818(e)(4) or (g)(1), all
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obligations of the Bank under this contract shall terminate as
of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
d. If the Bank is in default as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, 12 U.S.C. Section 1813(x)(1)
all obligations of the Bank under this contract shall
terminate as of the date of default, but this paragraph shall
not affect any vested rights of the contracting parties.
e. All obligations of the Bank under this contract shall be
terminated, except to the extent determined that continuation
of the contract is necessary for the continued operation of
the institution: (i) by the Director of the OTS (or his
designee), the FDIC or the Resolution Trust Corporation, at
the time the FDIC enters into an agreement to provide
assistance to or on behalf of the Bank under the authority
contained in Section 13(c) of the Federal Deposit Insurance
Act, 12 U.S.C. Section 1823(c); or (ii) by the Director of the
OTS (or his designee) at the time the Director (or his
designee) approves a supervisory merger to resolve problems
related to the operations of the Bank or when the Bank is
determined by the Director to be in an unsafe or unsound
condition. Any rights of the parties that have already vested,
however, shall not be affected by such action.
f. Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with
12 U.S.C. Section 1828(k) and 12 C.F.R. Section 545.121 and
any rules and regulations promulgated thereunder.
13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
ATTEST: NAUGATUCK VALLEY FINANCIAL CORPORATION
________________________ By:___________________________________
Corporate Secretary For the Entire Board of Directors
ATTEST: NAUGATUCK VALLEY SAVINGS AND LOAN
________________________ By:___________________________________
Corporate Secretary For the Entire Board of Directors
WITNESS: EXECUTIVE
________________________ By:___________________________________
Corporate Secretary
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